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As filed with the Securities and Exchange Commission on May 14, 2004.



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 10-Q


(Mark One)

[]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2004; OR

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _______

Commission File No. 0-24027


ENERGY EXPLORATION TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)


Alberta, Canada
(State or other jurisdiction of
incorporation or organization)

 

N/A
(I.R.S. Employer
Identification No.)


840 7th Avenue S.W., Suite 700, Calgary, Alberta, Canada T2P 3G2
(Address of principal executive offices) (Zip Code)


(403) 264–7020
(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registration was required to file such Reports), and (2) has been subject to such filing requirements for the past 90 days:   YES  [√]   NO  [  ]


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  YES [  ]  NO  [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


20,005,959 common shares, no par value, as of April 30, 2004

 
 

ENERGY EXPLORATION TECHNOLOGIES INC.

INDEX TO THE FORM 10-Q

For the three month period ended March 31, 2004


   

PAGE

    

PART I

FINANCIAL INFORMATION

3

 

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

3

 


Consolidated Balance Sheets

3

 


Consolidated Statements of Loss and Comprehensive Loss

4

 


Consolidated Statements of Shareholders’ Equity (Deficit)

5

 


Consolidated Statements of Cash Flows

6

 


Notes to the Consolidated Financial Statements

7

 

ITEM 2.



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

14

 

ITEM 3.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

17

 

ITEM 4.

CONTROLS AND PROCEDURES

18

PART II

OTHER INFORMATION

19

 

ITEM 1.

LEGAL PROCEEDINGS

19

 

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

20

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

20

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

20

 

ITEM 5.

OTHER INFORMATION

20

 

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

20

 


SIGNATURE

23






- 2 -



PART I


ITEM 1.   FINANCIAL INFORMATION

               
   ENERGY EXPLORATION TECHNOLOGIES INC.              
   Consolidated Balance Sheets              
      (Unaudited) (expressed in U.S. dollars except share data) March 31, 2004   December 31, 2003  
               
   Assets              
   Current assets              
         Cash   $ 1,309,244   $ 1,024,201  
         Accounts receivable     55,247     76,133  
         Due from officers and employees     20,424     -  
         Note receivable from former officer [note 3]     44,051     43,952  
         Prepaid expenses     167,360     106,622  
      1,596,326     1,250,908  
               
Oil and natural gas properties, on the basis of full cost accounting,            
net of depletion and impairments [notes 2 and 4]   1,228,427     1,194,406  
               
Other property and equipment, net of accumulated depreciation,            
         amortization and impairment [notes 2 and 5]     178,421     190,810  
    $ 3,003,174   $ 2,636,124  
               
   Liabilities And Shareholders' Equity              
   Current liabilities              
         Trade payables   $ 301,232   $ 136,098  
         Other accrued liabilities     193,165     78,452  
         Subscriptions payable [note 6]     504,920     472,501  
      999,317     687,051  
               
Contingencies, continuing operations and commitments [notes 1 and 10]            
               
   Shareholders' equity              
         Preferred shares [note 7]              
            Authorized: unlimited              
            Issued : Nil     -     -  
         Common shares              
            Authorized: unlimited              
Issued : 19,961,293 and 19,306,852 at March 31 ,2004 and            
               December 31, 2003, respectively [note 6]     25,686,238     24,527,066  
         Warrants [notes 6 and 8]     -     -  
         Deficit     (23,895,485)     (22,855,739)  
         Accumulated other comprehensive income     213,104     277,746  
      2,003,857     1,949,073  
               
    $ 3,003,174   $ 2,636,124  

The accompanying notes to consolidated financial statements are an integral part of these consolidated balance sheets

-3-


ENERGY EXPLORATION TECHNOLOGIES INC.

Consolidated Statements Of Loss And Comprehensive Loss (Unaudited) (expressed in U.S. dollars except share data)

 

Three months ended March 31,

 
    2004     2003  
Revenues            
   Oil and natural gas revenue $ 16,829   $ -  
   Gain on sale of properties   27,770     12,970  
    44,599     12,970  
             
Operating expenses            
   Oil and natural gas operating expenses   656     -  
   Administrative [note 11]   532,176     317,789  
   Depletion and impairment of oil and            
      natural gas properties [notes 2,4 and 12]   -     59,974  
   Amortization and depreciation [notes 2,5 and 12]   11,959     14,098  
   Survey operations and support [note 2]   529,115     17,124  
    1,073,906     408,985  
             
Operating loss from continuing operations   (1,029,307)     (396,015)  
             
Interest income   593     488  
             
Net loss for the period from continuing operations   (1,028,714)     (395,527)  
             
Income (loss) from discontinued operations [note 12]   (11,032)     198,600  
Net loss for the period   (1,039,746)     (196,927)  
             
Other comprehensive income (loss):            
   Foreign currency translation adjustment   (64,642)     143,533  
Comprehensive loss for the period $ (1,104,388)   $ (53,394)  
             
Basic and diluted net loss from continuing operations [note 6] $ (0.05)   $ (0.02)  
             
Basic and diluted loss per share [note 6] $ (0.06)   $ 0.00  
             
Weighted average shares outstanding   19,638,390     16,971,153  

The accompanying notes to consolidated financial statements are an integral part of these consolidated statements of loss and comprehensive loss.

-4-


ENERGY EXPLORATION TECHNOLOGIES INC.

Consolidated Statements Of Shareholders' Equity (Deficit)

 (Unaudited) (expressed in U.S. dollars except share data)

  Accumulated Other                                      
  Comprehensive   Common Shares   Preferred Shares   Warrants          
  Income (loss)   Shares     Amount   Shares   Amount   Number   Amount     Deficit  
                                           
Beginning balance - December 31, 2002 $ (183,769)   16,971,153   $ 23,365,426   800,000   $ 730,000   -   $ -   $ (20,041,865)  
Grant and vesting of options to investor                                          
relations consultant [note 11]   -   -     8,528   -     -   -     -     -  
Net loss for the three months ended                                          
March 31, 2003 from continuing operations   -   -     -   -     -   -     -     (395,527)  
Gain on discontinued operations for the                                          
three months ended March 31, 2003   -   -     -   -     -   -     -     198,600  
Net other comprehensive income for the                                          
three months ended March 31, 2003   143,533   -     -   -     -   -     -     -  
Balance - March 31,2003 $ (40,236)   16,971,153   $ 23,373,954   800,000   $ 730,000   -   $ -   $ (20,238,792)  
                                           
Beginning balance - December 31, 2003 $ 277,746   19,306,852   $ 24,527,066   -   $ -   7,496   $ -   $ (22,855,739)  
Options exercised for cash at prices between                                          
$0.38 and $2.00 per share   -   81,172     81,106   -     -   -     -     -  
Issued for cash at $2.00 per share on                                          
February 12, 2004 net of issuance costs   -   573,269     1,078,066   -     -   573,269     -     -  
Net loss for the three months ended                                          
March 31, 2004 on continuing operations   -   -     -   -     -   -     -     (1,028,714)  
Loss from discontinued operations for                                          
the three months ended March 31, 2004   -   -     -   -     -   -     -     (11,032)  
Net other comprehensive loss for the                                          
three months ended March 31, 2004   (64,642)   -     -   -     -   -     -     -  
Balance - March 31,2004 $ 213,104   19,961,293   $ 25,686,238   -   $ -   580,765   $ -   $ (23,895,485)  

 

The accompanying notes to consolidated financial statements are an integral part of these consolidated statements of shareholders' equity (deficit)

-5-


ENERGY EXPLORATION TECHNOLOGIES INC.            
Consolidated Statements Of Cash flow            
(Unaudited) (expressed in U.S. dollars)            
             
   

Three months ended March 31

 
    2004     2003  
             
Operating activities            
Net loss for the period from continuing operations $ (1,028,714)   $ (395,527)  
Amortization and depreciation of other property and equipment   11,959     14,098  
Depletion and impairment of oil and natural gas properties   -     59,974  
Consulting costs settled by issuance of common stock and options   -     8,528  
Gain on sale of oil and natural gas properties   (27,770)     (11,038)  
Changes in non-cash working capital:            
   Accounts receivable   20,886     75,907  
   Interest accrued on loan to former employee   (99)     (3,059)  
   Due from officers and employees   (20,424)     2,805  
   Prepaid expenses and other   (60,738)     24,583  
   Trade payables   165,134     58,575  
   Other accrued liabilities   114,713     (12,847)  
   Subscriptions payable   32,419     -  
Net cash used in operating activities   (792,634)     (178,001)  
             
Financing activities            
Funds raised through the sale of common shares, net of issuance            
   costs   1,078,066     -  
Funds raised through the exercise of options   81,106     -  
Net cash generated by financing activities   1,159,172     -  
             
Investing activities            
Funds received (invested) in other property and equipment   427     (22,819)  
Proceeds on sale of other property and equipment   -     1,916  
Funds invested in oil and natural gas properties   (35,263)     (138,909)  
Proceeds on sale of oil and natural gas properties   29,015     17,032  
Net cash used in investing activities   (5,821)     (142,780)  
             
Net cash generated (used) by discontinued operations   (11,032)     22,097  
             
Effect of net other comprehensive income (loss)   (64,642)     143,533  
             
Net cash inflow (outflow)   285,043     (155,151)  
             
Cash, beginning of period   1,024,201     585,070  
Cash, end of period $ 1,309,244   $ 429,919  

The accompanying notes to consolidated financial statements are an integral part of these consolidated statements of cash flows

-6-


ENERGY EXPLORATION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(expressed in U.S. dollars) 

(unaudited)

 

1.
  
ORGANIZATION AND ABILITY TO CONTINUE OPERATIONS

Energy Exploration Technologies Inc. ("we", "our company" or "NXT") was incorporated under the laws of the State of Nevada on September 27, 1994.

In March 2003 we divested all our U.S. properties. For reporting purposes, the results of operations and the cash flows of the U.S. properties have been presented as discontinued operations. Accordingly, prior period financial statements have been reclassified to reflect this change.

NXT was continued from the State of Nevada to the Province of Alberta, Canada on October 24, 2003. The shareholders voted on and approved this change which moved the jurisdiction of incorporation from the U.S. to Canada. The tax effects are disclosed in the proxy statement circulated to shareholders for the Special Meeting on October 24, 2003. As a result of the continuance into Canada, our common and preferred shares no longer have a par value assigned, as is the practice in the United States. Therefore the amount that was disclosed as “Additional paid-in Capital” in prior years on the consolidated balance sheets and consolidated statements of shareholders’ equity (deficit) has been added to the share issued amount. This is a legal jurisdiction reporting difference only.

We are a technology-based reconnaissance exploration company which utilizes our proprietary stress field detection (SFD) remote-sensing airborne survey technology to quickly and inexpensively identify and high-grade oil and natural gas prospects.

We conduct our reconnaissance exploration activities, as well as land acquisition, drilling, completion and production activities through our wholly-owned subsidiary, NXT Energy Canada Inc and we conduct the aerial surveys through our wholly owned subsidiary, NXT Aero Canada Inc.

NXT Energy USA Inc. and NXT Aero USA Inc. are two wholly owned subsidiaries through which we previously conducted our U.S. operations but these companies have been inactive since the sale of the U.S. properties in early 2003.

For the quarter ended March 31, 2004, we incurred a loss of $1,104,388 and our ability to continue as a going concern will be dependent upon successfully identifying hydrocarbon bearing prospects, and financing, developing and monetizing these assets for a profit. We anticipate that we will continue to incur further losses until such time as we receive revenues from production or sale of properties with respect to currently held prospects or through prospects we identify and exploit for our own account.

We are in the midst of additional fund raising in 2004 and we believe we will be able to pursue and exploit our goals and opportunities throughout 2004.

We can give no assurance that any or all pending projects will generate sufficient revenues to cover our operating or other costs. Should this be the case, we would be forced, unless we can raise sufficient additional working capital, to suspend our operations, and possibly even liquidate our assets and wind-up and dissolve our company.

These consolidated financial statements are prepared using generally accepted accounting principles that are applicable to a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of operations. Should this assumption not be appropriate, adjustments in the carrying amounts of the assets and liabilities to their realizable amounts and the classification thereof will be required and these adjustments and reclassifications may be material

-7-


2.
  
SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We have prepared these consolidated financial statements for our three-month interim periods as at and ended March 31, 2004 and 2003 in accordance with accounting principles generally accepted in the United States for interim financial reporting. While these financial statements for these interim periods reflect all normal recurring adjustments which, in the opinion of our management, are necessary for fair presentation of the results of the interim period, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. Refer to our consolidated financial statements included in our annual report on Form 10-K for our fiscal year ended December 31, 2003.

Estimates and Assumptions

The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

Stock-Based Compensation for Employees and Directors

In accounting for the grant of our employee and director stock options, we have elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations. Under APB 25, companies are not required to record any compensation expense relating to the grant of options to employees or directors where the awards are granted upon fixed terms with an exercise price equal to fair value at the date of grant and the only condition of exercise is continued employment.


3.
  
NOTE RECEIVABLE FROM FORMER OFFICER

In September 1998, we loaned the sum of CDN $54,756 (US $35,760 as of that date) to one of our officers in connection with his relocation to Calgary, Alberta. The interest rate averaged 5%. Pursuant to the terms of an underlying promissory note, the officer was required to repay the loan on a monthly basis, with a balloon payment due on October 3, 2003. The officer left our company in 2002 and we are pursuing repayment of the note.

4.
  
OIL AND NATURAL GAS PROPERTIES

Summarized below are the oil and natural gas property costs we capitalized for the three months ended March 31, 2004 and 2003 and as of March 31, 2004 and December 31, 2003:

    2004   2003   2004   2003  
                   
Acquisition costs $ 35,263   $ 50,051   $ 1,693,609   $ 1,658,346  
Exploration costs   -   263,849   8,257,804   8,257,804  
Development Costs   -   -   83,234   83,234  
   Oil and natural gas properties   35,263   313,900   10,034,647   9,999,384  
Less impairment   -   (219,529)   (6,977,395)   (6,977,395)  
Less dispositions   (1,242)   (1,280,309)   (1,671,412)   (1,670,170)  
Less depletion   -   (14,617)   (157,413)   (157,413)  
   Net oil and natural gas properties $ 34,021   $ (1,200,555)   $ 1,228,427   $ 1,194,406  

-8-


Net oil and natural gas property costs at March 31, 2004 are comprised of $1,228,427 ($1,194,406 at

December 31, 2003) of unproved property costs. At March 31, 2004 there were no impairments of our Canadian full cost center.

The impairment amounts in the table above of oil and natural gas properties also include the write-down of the cost of drilling and completing wells which are either non-commercial or which we are unable to complete for technical reasons. While, as noted below, our management believes in the prospective commercial viability and non-impairment of the overall prospects of which each of these wells are a part and is continuing active exploration and development activities with respect to each of these prospects, we have nevertheless written-off these individual well costs as an impairment cost since this determination was made prior to the establishment of proved reserves.

At the end of each quarter, our management performs an overall assessment of each of our unproved oil and natural gas properties to determine if any of these properties has been subject to any impairment in value (see note 2). Based upon these evaluations, our management has determined that each of our oil and natural gas properties continued to have prospective commercial viability as of these dates. While we are currently conducting active exploration and development programs with respect to each of these unproved oil and natural gas properties, we anticipate that all of these properties will be evaluated and the associated costs transferred into the amortization base or be impaired over the next five years.


5.
  
OTHER PROPERTY AND EQUIPMENT

Summarized below are our capitalized costs for other property and equipment as of March 31, 2004 and December 31, 2003:

    March 31,   December 31,  
    2004   2003  
             
Computer and SFD equipment $ 329,498   $ 332,011  
Computer and SFD software   140,815     142,238  
Equipment   85,897     86,046  
Furniture and fixtures   185,471     187,588  
Leasehold improvements   235,783     238,475  
SFD survey system (including software)   127,845     127,845  
Tools   1,875     1,897  
Vehicle   18,828     18,828  
Flight Equipment   1,365     1,380  
   Other property and equipment   1,127,377     1,136,308  
Less accumulated depreciation, amortization and impairment   (948,956)     (944,083)  
   Net other property and equipment $ 178,421   $ 192,225  

 

6.
  
COMMON SHARES

We calculate basic earnings per common share from continuing operations using net income from continuing operations, net of income taxes, divided by the weighted average number of common shares outstanding. We calculate basic earnings per common share using net income attributable to common shareholders and the weighted average number of common shares outstanding. We calculate diluted earnings per common share from continuing operations and diluted earnings per common share in the same manner as basic, except we use the weighted-average number of diluted common shares outstanding in the denominator.

In calculating diluted earnings per common share for the three month periods ended March 31, 2004 and 2003, we excluded all options and warrants, either because the exercise price was greater than the average market price of our common shares in those quarters or the exercise of the options or warrants would have been anti-dilutive. During these periods, outstanding stock options and warrants were the only potentially dilutive instruments.

-9-



  
On February 12, 2004, we raised $1,143,633 in gross proceeds through a private placement of 573,269 units. Each unit consisted of a common share at $2.00 ($2.60 CDN) per share and a warrant with a strike price of $2.75 and a one year life. Net proceeds to our company were $1,078,066 after deducting $65,567 in offering expenses and finders’ fees. In addition, we also received $504,920 in gross proceeds at March 31, 2004 for which shares had not been issued at March 31, 2004 and this amount is shown as subscriptions payable on the balance sheet.

 

7.
  
PREFERRED SHARES

The preferred shares are not entitled to payment of any dividends, although they are entitled under certain circumstances to participate in dividends on the same basis as if converted into common shares. Preferred shares carry liquidation preferences should our company wind-up and dissolve.

The preferred shares were all returned to treasury effective May 9, 2003 as part of the compensation received for the sale of the U.S. properties.

8.
  
PERFORMANCE WARRANTS

On August 1, 1996, we granted a performance-based contractual right to acquire NXT warrants to the licensor of our SFD technology, Momentum Resources Corporation ("Momentum Resources"), in connection with the amendment of our exclusive SFD technology license with Momentum Resources to use the SFD technology for hydrocarbon exploration. The initial term of the Agreement expires on December 31, 2005.  However, it renews automatically for additional one year terms unless we give written notice to Momentum Resources, no later than 60 days prior to the expiration of the pending term, our elections not to automatically renew the Agreement.  Pursuant to this contractual right, Momentum Resources is entitled to a separate grant of warrants entitling it to purchase 16,000 common shares at the then current trading price for each month after December 31, 2000 in which production from SFD-identified prospects during that month exceeds 20,000 barrels of hydrocarbons. Momentum Resources has not earned any warrants under the SFD technology license as of March 31, 2004.

9.
  
EMPLOYEE AND DIRECTOR OPTIONS

We have summarized below all outstanding options under our various stock option plans and arrangements as of March 31, 2004:

-10-


    

As of March 31, 2004

Stock Option Plan 

Grant Date

Exercise Price

Outstanding

Vested

      

Independent Grants

     
  

January 4, 2001

$2.00

15,000  

15,000  

  

June 24, 2003

$0.38

75,000  

75,000  

      

1997 Employee Stock Option Plan 

    
  

January 4, 2001

$2.00

255,667  

223,667  

  

December 27, 2000

$4.13

10,000  

6,000  

  

May 15, 2001

$2.50

120,000  

120,000  

  

July 5, 2001

$2.00

30,000  

15,000  

  

August 13, 2002